Qualigen Therapeutics Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on December 9, 2024.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

5857 Owens Avenue, Suite 300

Carlsbad, California 92008

(760) 452-8111

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kevin A. Richardson II

Interim Chief Executive Officer

5857 Owens Avenue, Suite 300

Carlsbad, California 92008

(760) 452-8111

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

**Ross David Carmel, Esq.

Claude A. Baum, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas 31 st Floor

New York, New York 10036

(212) 930 9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement relates to the registration of a total of $6.254 million in shares of common stock (the “Conversion Shares”) of Qualigen Therapeutics Inc. (the “Company”), or 3,436,281 Conversion Shares using a conversion price equal to the floor price of $1.82, issuable upon conversion of a total of 6,254 shares of Series A-2 Preferred Stock of the Company (“Series A-2 Preferred Stock”), consisting of: (i) 2,802,215 Conversion Shares issuable upon the conversion of 5,100 shares of Series A-2 Preferred Stock issued to certain investors for a purchase price of $1,000 per share of Series A-2 Preferred Stock; and (ii) 634,066 Conversion Shares issuable upon conversion of 1,154 shares of Series A-2 Preferred Stock issued to a holder of a convertible note in exchange for the cancelation of the convertible note. The Conversion Shares are being registered to allow for the resale of the Conversion Shares by the selling stockholders named in the prospectus included in this registration statement. This registration statement registers the greatest number of shares of common stock issuable upon conversion of the Series A-2 Preferred Stock using the floor price of $1.82.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 3,436,281 Shares of Common Stock Underlying the Series A-2 Preferred Stock

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 3,436,281 shares of our common stock, par value $0.001 per share (“Common Stock”), underlying the series A-2 preferred stock held directly or indirectly by certain Selling Stockholders. We will not receive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders.

We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of Common Stock.

The conversion price of our Series A-2 Preferred Stock is subject to potential adjustments per the occurrence of certain events, including, without limitation, our issuance of equity securities at prices less than the initial conversion price of the Series A-2 Preferred Stock, or $3.64, provided that any adjusted conversion price will not equal or be less than the floor price of $1.82. Pursuant to the rules of The Nasdaq Stock Market LLC (“Nasdaq”), shareholder approval will be required prior to the issuance of shares of common stock upon conversion of the Series A-2 Preferred Stock at a price less than the Nasdaq “Minimum Price,” or $3.64, and the issuance exceeds 20% of the total issued and outstanding shares of common stock immediately prior to signing the applicable agreements relating to the issuance and sale of the Series A-2 Preferred Stock. The number of shares being registered for resale in the registration statement of which this prospectus forms a part is the greatest number of shares issuable upon conversion of the Series A-2 Preferred Stock using the floor price, or $1.82, as the conversion price. We will not issue any shares of Common Stock upon conversion of the Series A-2 Preferred Stock if the issuance will violate Nasdaq Listing Rule 5635(d) unless we obtain shareholder approval.

Our common stock is listed on The Nasdaq Capital Market under the symbol “QLGN.” The last reported sales price of our common stock on The Nasdaq Capital Market on December 2, 2024 was $4.69 per share.

On October 25, 2024, the Company’s stockholders approved a reverse stock split (the “Reverse Stock Split”) at a ratio of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio, if implemented, to be determined within that range at the discretion of the Board of Directors of the Company (“Board”). On October 25, 2024, the Board approved a ratio of 1-for-50 for the Reverse Stock Split. Subsequently, on October 28, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Delaware to effectuate the 1-for-50 Reverse Stock Split of the Company’s issued and outstanding common stock, effective as of 12:01 a.m. Eastern Time on November 5, 2024 (the “Effective Time”).

On November 5, 2024, the Company implemented the 1-for-50 Reverse Stock Split of its outstanding common stock. The share and per share data presented herein have been retroactively adjusted to reflect the 1-for-50 Reverse Stock Split.

An investment in our securities involves significant risks. You should carefully consider the risk factors beginning on page 16 of this prospectus before you make your decision to invest in our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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